ANNEX I
                                                                              TO
                                                   SECURITIES PURCHASE AGREEMENT
                                                   {PROTOTYPE FOR EACH ISSUANCE}


                                FORM OF DEBENTURE

         THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
         1933, AS AMENDED,  OR THE  SECURITIES  LAWS OF ANY STATE AND MAY NOT BE
         SOLD OR OFFERED  FOR SALE IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION
         STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE
         ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

NNo.   1                                                        US $
    ---------                                                        -----------


                6% SECURED CONVERTIBLE DEBENTURE DUE JUNE 1, 2004

      THIS  DEBENTURE is one of a duly  authorized  issue of up to $1,000,000 in
Debentures  of URANIUM POWER  CORPORATION  a corporation  organized and existing
under the laws of the State of Colorado  (the  "Company")  designated  as its 6%
Secured Convertible Debentures.

      FOR VALUE RECEIVED,  the Company promises to pay to  __________________  ,
the  registered  holder  hereof  ____  (the  "Holder"),  the  principal  sum  of
________________  and 00/100  Dollars (US $  ___________  ) on June 1, 2004 (the
"Maturity  Date") and to pay interest on the principal sum outstanding from time
to  time   in   arrears   at  the   rate  of  6%  per   annum,   accruing   from
___________________  ___ , 20042, the date of initial issuance of this Debenture
(the "Issue Date"),  on the date (each, an "Interest Payment Date") which is the
earlier of (i) a Conversion  Date (as defined  below) or (ii) the Maturity Date,
as the case may be.  Accrual  of  interest  shall  commence  on the  first  such
business  day to occur  after the Issue Date and shall  continue  to accrue on a
daily basis  until  payment in full of the  principal  sum has been made or duly
provided  for.  Additional  provisions  regarding  the payment of  interest  are
provided in Section 4(D) below.

      This  Debenture  is being issued  pursuant to the terms of the  Securities
Purchase Agreement, dated January 6, 2004 (the "Securities Purchase Agreement"),
to which the Company and the Holder (or the  Holder's  predecessor  in interest)
are  parties.  Capitalized  terms not  otherwise  defined  herein shall have the
meanings ascribed to them in the Securities Purchase Agreement.


----------------
1     Insert unique Debenture number for each issuance.

2     Insert the Closing Date.


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<PAGE>


      This Debenture is subject to the following additional provisions:

      1. The Debentures will initially be issued in denominations  determined by
the Company,  but are  exchangeable  for an equal aggregate  principal amount of
Debentures of different  denominations,  as requested by the Holder surrendering
the same. No service  charge will be made for such  registration  or transfer or
exchange.

      2. The  Company  shall be  entitled  to  withhold  from  all  payments  of
principal  of, and  interest  on,  this  Debenture  any  amounts  required to be
withheld  under the  applicable  provisions  of the United  States and  Canadian
income  tax laws or other  applicable  laws at the  time of such  payments,  and
Holder  shall  execute and  deliver all  required  documentation  in  connection
therewith.

      3. This Debenture has been issued subject to investment representations of
the  original  purchaser  hereof and may be  transferred  or  exchanged  only in
compliance  with the Securities  Act of 1933, as amended (the "Act"),  and other
applicable  state and foreign  securities  laws and the terms of the  Securities
Purchase  Agreement . In the event of any proposed  transfer of this  Debenture,
the Company may  require,  prior to issuance of a new  Debenture  in the name of
such other person,  that it receive  reasonable  transfer  documentation that is
sufficient  to evidence that such  proposed  transfer  complies with the Act and
other  applicable  state  and  foreign  securities  laws  and the  terms  of the
Securities  Purchase  Agreement.  Prior to due  presentment for transfer of this
Debenture,  the  Company  and any agent of the  Company  may treat the person in
whose name this Debenture is duly registered on the Company's Debenture Register
as the owner hereof for the purpose of receiving  payment as herein provided and
for all other  purposes,  whether or not this Debenture be overdue,  and neither
the Company nor any such agent shall be affected by notice to the contrary.

      4. A. (i) At any time on or after  the  Issue  Date and  prior to the time
this Debenture is paid in full in accordance with its terms  (including  without
limitation  after the  Maturity  Date and after  the  occurrence  of an Event of
Default,  as defined  below),  the Holder of this Debenture is entitled,  at its
option,  subject to the following  provisions of this Section 4, to convert this
Debenture at any time into shares of Common Stock of the Company at a conversion
price for each share of Common Stock ("Conversion  Price") equal to the lower of
(i) 70% of the average Closing Bid Price as reported,  by Bloomberg,  LP for the
five (5)  trading  days ending on the day prior to the  Conversion  Date or (ii)
$.45 per share.  Notwithstanding  the foregoing,  until the Maturity Date or the
occurrence of an Event of Default  hereunder,  the Conversion Price shall not be
below $.15 per share.

            (ii)  Notwithstanding  any other  provision of this Debenture to the
contrary,  if, on the  Maturity  Date or the  occurrence  of an Event of Default
hereunder,  there is an  Unconverted  Debenture (as defined  below),  the Holder
shall have the option to require  payment of the principal and accrued  interest
(through the actual date of payment) of  Unconverted  Debenture  (the  "Maturity
Amount")  either (i) in cash (and such cash shall be applied  first to  interest
and then to  principal  or (ii) to the  extent not paid in cash as  provided  in
clause (i), by delivering  to the Holder such number of Conversion  Shares equal
to such unpaid  Maturity  Amount divided by the Conversion  Price then in effect
(such Conversion Shares,  the "Maturity Date Shares").  The option to pay any or
all of the  Maturity  Amount by the  issuance of Maturity  Date Shares  shall be
subject to the following  conditions:  (x) the Registration  Statement  covering
such shares must be effective  at the time the  Maturity  Date Shares are issued
and (y) the  issuance of the  Maturity  Date Shares  shall not exceed the amount
contemplated by Section 4(C) hereof. In addition the Holder shall be entitled to
benefits of the Security Interest as more particularly described in paragraph 12
hereof.


                                       2
<PAGE>

            B. Conversion  shall be effectuated by faxing a Notice of Conversion
(as defined below) to the Company as provided in this  paragraph.  The Notice of
Conversion  shall be executed by the Holder of this Debenture and shall evidence
such Holder's  intention to convert this Debenture or a specified portion hereof
in the form annexed hereto as Exhibit A. If paid in Common Stock as contemplated
hereby,  interest  accrued  or  accruing  from the  Issue  Date to the  relevant
Interest  Payment  Date shall be paid in Common  Stock at the  Conversion  Price
applicable  as of such Interest  Payment  Date.  No fractional  shares of Common
Stock or scrip  representing  fractions of shares will be issued on  conversion,
but the number of shares  issuable  shall be rounded to the nearest whole share.
The date on which notice of conversion is given (the "Conversion Date") shall be
deemed  to be the date on which  the  Holder  faxes or  otherwise  delivers  the
conversion notice ("Notice of Conversion") to the Company so that it is received
by the  Company  on or  before  such  specified  date,  provided  that,  if such
conversion would convert the entire remaining  principal of this Debenture,  the
Holder shall deliver to the Company the original  Debentures  being converted no
later than five (5) business days thereafter.  Facsimile  delivery of the Notice
of  Conversion  shall be  accepted  by the  Company at  facsimile  number  (604)
687-8789;  Attn:  Thornton  Donaldson and to (604)  606-7980  Attn:  George Orr.
Certificates    representing   Common   Stock   upon   conversion   ("Conversion
Certificates")  will be delivered to the Holder at the address  specified in the
Notice  of  Conversion  (which  may be  the  Holder's  address  for  notices  as
contemplated by the Securities Purchase Agreement or a different  address),  via
express courier, by electronic transfer or otherwise,  within three (3) business
days (such third business day, the "Delivery  Date") after the date on which the
Notice of  Conversion  is  delivered  to the  Company  as  contemplated  in this
paragraph  B, and, if interest is paid by Common  Stock,  the  Interest  Payment
Date.  The Holder shall be deemed to be the holder of the shares  issuable to it
in accordance with the provisions of this Section 4(B) on the Conversion Date.

            C. Notwithstanding any other provision hereof or of any of the other
Transaction Agreements,  in no event (except (i) as specifically provided herein
as an exception to this  provision,  or (ii) while there is outstanding a tender
offer for any or all of the  shares of the  Company's  Common  Stock)  shall the
Holder be  entitled  to  convert  any  portion of this  Debenture,  or shall the
Company have the obligation to convert such Debenture (and the Company shall not
have the right to pay interest  hereon in shares of Common  Stock) to the extent
that, after such conversion or issuance of stock in payment of interest, the sum
of (1) the number of shares of Common Stock beneficially owned by the Holder and
its  affiliates  (other  than  shares  of  Common  Stock  which  may  be  deemed
beneficially  owned  through the  ownership  of the  unconverted  portion of the
Debentures  or other  convertible  securities or of the  unexercised  portion of
warrants or other rights to purchase Common Stock), and (2) the number of shares
of Common Stock issuable upon the  conversion of the Debentures  with respect to
which  the  determination  of this  proviso  is  being  made,  would  result  in
beneficial  ownership by the Holder and its affiliates of more than 4.99% of the
outstanding  shares of Common Stock (after  taking into account the shares to be
issued to the Holder upon such  conversion).  For purposes of the proviso to the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended,  except as  otherwise  provided  in clause  (1) of such  sentence.  The
Holder,  by its acceptance of this Debenture,  further agrees that if the Holder
transfers or assigns any of the  Debentures to a party who or which would not be
considered  such an  affiliate,  such  assignment  shall be made  subject to the
transferee's or assignee's  specific  agreement to be bound by the provisions of
this Section 4(C) as if such  transferee  or assignee  were the original  Holder
hereof.  Nothing herein shall preclude the Holder from disposing of a sufficient
number of other shares of Common Stock beneficially owned by the Holder so as to
thereafter permit the continued conversion of this Debenture.


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<PAGE>


            D. (i)  Subject to the terms of Section  4(C) and to the other terms
of this  Section  4(D),  interest  on the  principal  amount  of this  Debenture
converted  pursuant to a Notice of Conversion  shall be due and payable,  at the
option of the Company, in cash or Common Stock on the Interest Payment Date.

                  (ii) If the interest is to be paid in cash,  the Company shall
make such payment  within three (3) business days of the Interest  Payment Date.
If the interest is not paid by such third  business  day,  the interest  must be
paid in Common  Stock in  accordance  with the  provisions  of  Section  4(D)(i)
hereof, unless the Holder consents otherwise in each specific instance.

                  (iii)  Notwithstanding  the foregoing,  the Company's right to
issue shares in payment of such interest is applicable if, and only if, there is
then in effect a current Registration Statement covering the shares to be issued
to the Holder in payment of such interest.

                  (iv) The  number of  shares  of  Common  Stock to be issued in
payment of such  interest  shall be  determined by dividing the dollar amount of
the interest to be so paid by the average of the Closing Bid Prices for the five
(5) trading days,  as reported by  Bloomberg,  LP ending on the day prior to the
Interest  Payment Such Common  Stock shall be  delivered  to the Holder,  or per
Holder's  instructions,   on  the  Delivery  Date  for  the  related  Conversion
Certificates pursuant to Section 4(B) hereof.

                  (iv)  Iv as per  above?If  the  Company  elects  to  have  the
interest  paid in cash,  the Company  shall make such  payment  within three (3)
business days of the Interest  Payment Date. If such payment is not made in cash
by such date, it shall be deemed that, subject to the provisions of Section 4(C)
hereof,  the Company has elected to pay the interest in stock,  if, but only if,
the Registration  Statement covering the shares being issued is effective on the
date such shares are issued.

            E. (i) The Company  shall have the right to redeem all, but not less
than all of the Debentures for which a Notice of Conversion has not  theretofore
been  submitted  by  delivering  a Notice  of  Redemption  to the  Holder of the
Debenture. Formatting

                  (ii) The  redemption  price shall be calculated at 110% of the
principal amount of the Debenture,  plus accrued and unpaid interest,  and shall
be paid to the Holder within ten (10) business days from the date of the receipt
of the  Notice of  Redemption  by wire  transfer  , except  with  respect to any
Debentures for which a Notice of Conversion is submitted to the Company,  within
seven (7)  business  days of the  Holder's  receipt of the  Company's  Notice of
Redemption. .


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<PAGE>


            5. Subject to the terms of the  Securities  Purchase  Agreement,  no
provision of this Debenture shall alter or impair the obligation of the Company,
which is absolute and  unconditional,  to pay the principal of, and interest on,
this Debenture at the time, place, and rate, and in the coin or currency, herein
prescribed.  This Debenture and all other  Debentures now or hereafter issued of
similar terms are direct obligations of the Company.

            6. No recourse  shall be had for the payment of the principal of, or
the interest on, this Debenture,  or for any claim based hereon, or otherwise in
respect hereof, against any incorporator,  shareholder,  officer or director, as
such,  past,  present or future,  of the Company or any  successor  corporation,
whether  by  virtue  of any  constitution,  statute  or rule  of law,  or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance  hereof and as part of the consideration for the issue hereof,
expressly waived and released.

            7. All  payments  contemplated  hereby to be made "in cash" shall be
made in immediately available good funds of United States of America currency by
wire  transfer to an account  designated in writing by the Holder to the Company
(which account may be changed by notice similarly  given).  All payments of cash
and  each  delivery  of  shares  of  Common  Stock  issuable  to the  Holder  as
contemplated hereby shall be made to the Holder at the address last appearing on
the  Debenture  Register of the Company as  designated  in writing by the Holder
from  time to time;  except  that the  Holder  can  designate,  by notice to the
Company,  a different  delivery address for any one or more specific payments or
deliveries.

            8.  If,  for as long  as this  Debenture  remains  outstanding,  the
Company  enters into a merger  (other  than where the  Company is the  surviving
entity) or consolidation  with another  corporation or other entity or a sale or
transfer  of all or  substantially  all of the assets of the  Company to another
person  (collectively,  a "Sale"),  the Company will require,  in the agreements
reflecting such  transaction,  that the surviving  entity  expressly  assume the
obligations of the Company  hereunder.  Notwithstanding  the  foregoing,  if the
Company  enters into a Sale and the holders of the Common  Stock are entitled to
receive  stock,  securities  or property in respect of or in exchange for Common
Stock,  then as a condition  of such Sale,  the Company and any such  successor,
purchaser  or  transferee  will  agree  that the  Debenture  may  thereafter  be
converted  on the terms and subject to the  conditions  set forth above into the
kind and amount of stock,  securities or property  receivable  upon such merger,
consolidation,  sale or  transfer  by a holder of the number of shares of Common
Stock into which this  Debenture  might have been converted  immediately  before
such merger, consolidation, sale or transfer, subject to adjustments which shall
be as nearly equivalent as may be practicable. In the event of any such proposed
Sale,  (i) the Holder  hereof  shall have the right to convert by  delivering  a
Notice of  Conversion  to the  Company  within  fifteen  (15) days of receipt of
notice of such Sale from the  Company,  except that Section 4(C) shall not apply
to such conversion.


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<PAGE>


            9. If,  at any time  while any  portion  of this  Debenture  remains
outstanding,  the Company spins off or otherwise divests itself of a part of its
business  or  operations  or  disposes  of all or of a part of its  assets  in a
transaction (the "Spin Off") in which the Company,  in addition to or in lieu of
any other  compensation  received and retained by the Company for such business,
operations  or  assets,  causes  securities  of  another  entity  (the "Spin Off
Securities") to be issued to security holders of the Company,  the Company shall
cause (i) to be reserved Spin Off  Securities  equal to the number thereof which
would  have  been  issued  to the  Holder  had  all of the  Holder's  Debentures
outstanding  on the record date (the "Record Date") for  determining  the amount
and  number  of Spin Off  Securities  to be issued to  security  holders  of the
Company  (the  "Outstanding  Debentures")  been  converted  as of the  close  of
business on the trading day  immediately  before the Record Date (the  "Reserved
Spin Off Shares"),  and (ii) to be issued to the Holder on the conversion of all
or any of the  Outstanding  Debentures,  such  amount of the  Reserved  Spin Off
Shares equal to (x) the Reserved  Spin Off Shares  multiplied by (y) a fraction,
of which (I) the numerator is the principal amount of the Outstanding Debentures
then being  converted,  and (II) the denominator is the principal  amount of the
Outstanding Debentures

            10. If, at any time  while any  portion  of this  Debenture  remains
outstanding, the Company effectuates a stock split or reverse stock split of its
Common  Stock or issues a dividend on its Common Stock  consisting  of shares of
Common  Stock,  the  Conversion  Price  and  any  other  amounts  calculated  as
contemplated  hereby  or by any of the  other  Transaction  Agreements  shall be
equitably  adjusted to reflect such action.  By way of illustration,  and not in
limitation,  of the foregoing, (i) if the Company effectuates a 2:1 split of its
Common Stock,  thereafter,  with respect to any conversion for which the Company
issues shares after the record date of such split, the Conversion Price shall be
deemed to be one-half of what it had been immediately  prior to such split; (ii)
if the Company effectuates a 1:10 reverse split of its Common Stock, thereafter,
with respect to any  conversion  for which the Company  issues  shares after the
record date of such reverse split,  the  Conversion  Price shall be deemed to be
ten times what it had been calculated to be immediately prior to such split; and
(iii) if the Company  declares a stock dividend of one share of Common Stock for
every 10 shares  outstanding,  thereafter,  with respect to any  conversion  for
which the Company  issues  shares  after the record date of such  dividend,  the
Conversion Price shall be deemed to be such amount multiplied by a fraction,  of
which the  numerator  is the  number of shares (10 in the  example)  for which a
dividend share will be issued and the  denominator is such number of shares plus
the dividend share(s) issuable or issued thereon (11 in the example).

            11. The Holder of the Debenture,  by acceptance hereof,  agrees that
this  Debenture is being  acquired for  investment and that such Holder will not
offer, sell or otherwise dispose of this Debenture or the shares of Common Stock
issuable  upon  conversion  thereof  except under  circumstances  which will not
result in a  violation  of the Act or any  applicable  state Blue Sky or foreign
laws or similar laws relating to the sale of securities.

            12. 12.1 As continuing  security for the payment and  performance of
all debts,  liabilities and obligations  hereunder of the Company to the Holder,
howsoever   arising   (present  and  future,   absolute  and  contingent)   (the
"Indebtedness"), the Company grants, assigns, mortgages, pledges and charges, as
and by way of a  specific  mortgage,  pledge and  charge,  and grants a Security
Interest  (the  "Security  Interest")  to and in  favour  of the  Holder  in the
undertaking  of the  Company  and in all  present  and after  acquired  personal
property of the Company and in all  proceeds and  renewals  thereof,  accessions
thereto and substitutions therefor (the "Collateral").  The Company warrants and
acknowledges to and in favour of the Holder that:

                  (a)  the  parties   intend  the   Security   Interest   hereby
            constituted  in its existing  property to attach upon  execution and
            delivery hereof;


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<PAGE>


                  (b) the  parties  intend  the  Security  Interest  created  in
            after-acquired property of the Company to attach at the same time as
            it acquires rights in the said after-acquired property; and

                  (c) value has been given.

            The Holder acknowledges that the Security Interest granted hereunder
shall rank pari  passu with the  Security  Interests  granted to the  holders of
other debentures issued concurrently herewith.

      12.2 Until  Default,  or until the Holder  provides  written notice to the
contrary  to the  Company,  the  Company  may deal  with the  Collateral  in the
ordinary course of the Company's  business in any manner not  inconsistent  with
the provisions of this Agreement,  provided that the Company may not, and agrees
that it will not, without the prior written consent of the Holder:

      (a)  Sell or  dispose  of any of the  Collateral  otherwise  than for fair
      market value in the  ordinary  course of the  Company's  business as it is
      presently conducted and for the purpose of carrying on that business, or

      (b)  Create  or  incur  any  Security  Interest,   lien,  assessment,   or
      encumbrance upon any of the Collateral which ranks or purports to rank, or
      is capable of being  enforced in priority to or equally  with the Security
      Interest granted under this Agreement,  except for other debentures issued
      concurrently  herewith and Purchase  Money  Security  Interests and Leases
      incurred in the ordinary course of the Company's business.

      12.3 On Default:

      (a) The Holder may seize or otherwise take possession of the Collateral or
      any part thereof and sell the same by public or private sale at such price
      and upon such terms as the Holder in its sole discretion may determine and
      the  proceeds  of such  sale less all costs  and  expenses  of the  Holder
      (including  costs as  between  a  solicitor  and its own  client on a full
      indemnity basis) shall be applied on the Indebtedness and the surplus,  if
      any, shall be disposed of according to law;

      (b) The  Holder  has the right to  enforce  this  Agreement  by any method
      provided for in this  Agreement and as permitted by law, and to dispose of
      the Collateral by any method permitted by law, including disposal by lease
      or deferred payment;

      (c) The Holder may  appoint  any person or persons to be a Receiver of any
      Collateral,  and may remove any person so appointed and appoint another in
      his  stead.  The term  "Receiver"  as used in this  Agreement  includes  a
      Receiver-Manager;

      (d) Any Receiver will have the power:

                  (i) To take  possession of any Collateral and for that purpose
                  to  take  any  proceedings,  in the  name  of the  Company  or
                  otherwise;


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<PAGE>


                  (ii) To carry on or concur in carrying on the  business of the
                  Company;

                  (iii) To sell or lease any Collateral;

                  (iv) To make any arrangement or compromise  which it may think
                  expedient in the interest of the Holder;

                  (v) To pay all  liabilities  and expenses  connected  with the
                  Collateral,  including  the cost of  insurance  and payment of
                  taxes or other  charges  incurred  in  obtaining,  maintaining
                  possession  of and  preserving  the  Collateral,  and the same
                  shall  be  added  to  the  Indebtedness  and  secured  by  the
                  Collateral;

                  (vi) To hold as  additional  security  any increase or profits
                  resulting from the Collateral;

                  (vii) To  exercise  all rights  that the Holder has under this
                  Agreement or otherwise at law;

                  (viii) With the  consent of the Holder in  writing,  to borrow
                  money for the purpose of  carrying on the  business of the The
                  Company or for the  maintenance  of the Collateral or any part
                  thereof or for other purposes approved by the Holder,  and any
                  amount so borrowed together with interest thereon shall form a
                  charge  upon  the  Collateral  in  priority  to  the  Security
                  Interest created by this Agreement;

                  (ix) To enter  into and to occupy  any  premises  in which the
                  Company has any interest;

      (e) The Company hereby  appoints each Receiver  appointed by the Holder to
      be its  attorney  to effect  the sale or lease of any  Collateral  and any
      deed,  lease,  agreement or other document  signed by a Receiver under his
      seal  pursuant  hereto  will have the same  effect as if it were under the
      seal of the Company;

      (f) Any Receiver  will be deemed to be the agent of the  Company,  and the
      Company  will be solely  responsible  for his acts or defaults and for his
      remuneration  and  expenses,  and  the  Holder  will  not  be in  any  way
      responsible for any misconduct or negligence on the part of any Receiver;

      (g) Neither the Holder nor the Sheriff  will be required to take any steps
      to  preserve  any rights  against  other  parties  pursuant to any Chattel
      Paper, Security, or Instrument  constituting the Collateral or any part of
      it;

      (h) Neither  the Holder nor the  Sheriff is  required  to keep  Collateral
      identifiable;

      (i) The  Holder  may use the  Collateral  in any  manner as it in its sole
      discretion deems advisable.


                                       8
<PAGE>


      13. This Debenture  shall be governed by and construed in accordance  with
the laws of the State of New York. Each of the parties consents to the exclusive
jurisdiction  of the federal  courts whose  districts  encompass any part of the
City of New York or the state  courts of the  State of New York  sitting  in the
City of New York in connection with any dispute arising under this Agreement and
hereby waives, to the maximum extent permitted by law, any objection,  including
any  objection  based  on  forum  non  coveniens,  to the  bringing  of any such
proceeding in such  jurisdictions.  To the extent  determined by such court, the
Company  shall   reimburse  the  Holder  for  any  reasonable   legal  fees  and
disbursements  incurred by the Holder in  enforcement of or protection of any of
its rights under any of this Debenture.

      14. The Company and the Holder hereby waive a trial by jury in any action,
proceeding or  counterclaim  brought by either of the Parties hereto against the
other in  respect  of any  matter  arising  out of or in  connection  with  this
Debenture.

      15. The following shall constitute an "Event of Default":

            a.    The  Company  shall  default in the  payment of  principal  or
                  interest on this  Debenture  due hereunder or any other amount
                  due, and, in any such instance,  the same shall continue for a
                  period of five (5) business days; or

            b.    Any of the  representations  or warranties made by the Company
                  herein,  in the  Securities  Purchase  Agreement or any of the
                  other   Transaction   Agreements  or  in  any  certificate  or
                  financial or other written statements  heretofore or hereafter
                  furnished by the Company in connection  with the execution and
                  delivery  of  this  Debenture  or  the   Securities   Purchase
                  Agreement shall be false or misleading in any material respect
                  at the time made; or

            c.    Subject to the terms of the Securities Purchase Agreement, the
                  Company  fails to authorize or to cause its Transfer  Agent to
                  issue  shares of Common  Stock upon  exercise by the Holder of
                  the  conversion  rights of the Holder in  accordance  with the
                  terms of this  Debenture,  fails to  transfer  or to cause its
                  Transfer  Agent to  transfer  any  certificate  for  shares of
                  Common  Stock  issued to the Holder  upon  conversion  of this
                  Debenture  and  when   required  by  this   Debenture  or  the
                  Registration Rights Agreement,  and such transfer is otherwise
                  lawful,  or fails to  remove  any  restrictive  legend  on any
                  certificate  or fails to cause  its  Transfer  Agent to remove
                  such  restricted  legend,  in each case where such  removal is
                  lawful, as and when required by this Debenture,  the Agreement
                  or the  Registration  Rights  Agreement,  and any such failure
                  shall continue uncured for ten (10) business days; or

            d.    The Company shall fail to perform or observe,  in any material
                  respect,  any  other  covenant,  term,  provision,  condition,
                  agreement or  obligation  of any  Debenture in this series and
                  such  failure  shall  continue  uncured for a period of thirty
                  (30)  days  after  written  notice  from  the  Holder  of such
                  failure; or


                                       9
<PAGE>


            e.    The Company shall fail to perform or observe,  in any material
                  respect, any covenant, term, provision,  condition,  agreement
                  or  obligation  of the  Company  under any of the  Transaction
                  Agreements  and such  failure  shall  continue  uncured  for a
                  period of  fourteen  (14) days after  written  notice from the
                  Holder of such failure; or

            f.    The Company  shall (1) admit in writing its  inability  to pay
                  its debts generally as they mature; (2) make an assignment for
                  the  benefit of  creditors  or  commence  proceedings  for its
                  dissolution; or (3) apply for or consent to the appointment of
                  a trustee, liquidator or receiver for its or for a substantial
                  part of its property or business; or

            g.    A trustee,  liquidator or receiver  shall be appointed for the
                  Company or for a substantial  part of its property or business
                  without its consent and shall not be  discharged  within sixty
                  (60) days after such appointment; or

            h.    Any governmental agency or any court of competent jurisdiction
                  at  the  instance  of any  governmental  agency  shall  assume
                  custody or control of the whole or any substantial  portion of
                  the  properties  or  assets  of the  Company  and shall not be
                  dismissed within sixty (60) days thereafter; or

            i.    Any money judgment, writ or warrant of attachment,  or similar
                  process in excess of Two Hundred Thousand  ($200,000)  Dollars
                  in the aggregate shall be entered or filed against the Company
                  or any of its  properties  or other  assets  and shall  remain
                  unpaid, unvacated,  unbonded or unstayed for a period of sixty
                  (60) days or in any event  later  than five (5) days  prior to
                  the date of any proposed sale thereunder; or

            j.    Bankruptcy,   reorganization,    insolvency   or   liquidation
                  proceedings  or  other   proceedings   for  relief  under  any
                  bankruptcy  law or any law for the relief of debtors  shall be
                  instituted  by or  against  the  Company  and,  if  instituted
                  against the Company,  shall not be dismissed within sixty (60)
                  days after such institution or the Company shall by any action
                  or answer  approve of,  consent to, or  acquiesce  in any such
                  proceedings or admit the material  allegations  of, or default
                  in answering a petition filed in any such proceeding; or

            k.    The Company shall have its Common Stock suspended from trading
                  on, or delisted  from,  the  Principal  Trading  Market for in
                  excess of ten (10) trading days; or

            l.    Any event defined in another provision of this Debenture as an
                  Event of Default shall have occurred.

If an Event of Default shall have occurred, then, or at any time thereafter, and
in each and every such case, unless such Event of Default shall have been waived
in writing by the Holder (which waiver shall not be deemed to be a waiver of any
subsequent  default)  at the  option  of the  Holder  and in the  Holder's  sole
discretion,  the Holder may consider this Debenture  immediately due and payable
(and the Maturity Date shall be accelerated  accordingly),  without presentment,
demand,  protest  or notice of any  kinds,  all of which  are  hereby  expressly
waived,  anything  herein or in any note or other  instruments  contained to the
contrary notwithstanding,  and the Holder may immediately enforce any and all of
the Holder's rights and remedies provided herein or any other rights or remedies
afforded by law.


                                       10
<PAGE>


      15. Nothing  contained in this Debenture  shall be construed as conferring
upon the  Holder  the right to vote or to  receive  dividends  or to  consent or
receive notice as a shareholder in respect of any meeting of shareholders or any
rights  whatsoever  as a  shareholder  of the Company,  unless and to the extent
converted in accordance with the terms hereof.

      16. In the event for any  reason,  any payment by or act of the Company or
the Holder  shall  result in payment of interest  which  would  exceed the limit
authorized  by or be in violation of the law of the  jurisdiction  applicable to
this Debenture, then ipso facto the obligation of the Company to pay interest or
perform such act or requirement  shall be reduced to the limit  authorized under
such law,  so that in no event shall the  Company be  obligated  to pay any such
interest, perform any such act or be bound by any requirement which would result
in the payment of interest  in excess of the limit so  authorized.  In the event
any payment by or act of the Company shall result in the extraction of a rate of
interest in excess of a sum which is lawfully collectible as interest, then such
amount (to the extent of such excess not returned to the Company) shall, without
further  agreement or notice between or by the Company or the Holder,  be deemed
applied to the payment of principal,  if any, hereunder immediately upon receipt
of such excess funds by the Holder, with the same force and effect as though the
Company had specifically  designated such sums to be so applied to principal and
the Holder had agreed to accept such sums as an interest-free prepayment of this
Debenture.  If any part of such excess remains after the principal has been paid
in full, whether by the provisions of the preceding sentences of this Section or
otherwise,  such  excess  shall be deemed to be an  interest-free  loan from the
Company to the Holder,  which loan shall be payable  immediately  upon demand by
the Company.  The provisions of this Section shall control every other provision
of this Debenture.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       11
<PAGE>


      IN WITNESS  WHEREOF,  the Company has caused  this  instrument  to be duly
executed by an officer thereunto duly authorized.


Dated: ___________________, 2004

                                              URANIUM POWER CORPORATION

                                              By: ______________________________
                                                                         (Title)

                                              Name: ____________________________

                                              Title: ___________________________



                                       12
<PAGE>


EXHIBIT A

                              NOTICE OF CONVERSION
                                       OF

                6% SECURED CONVERTIBLE DEBENTURE DUE JUNE 1, 2004
   (To be Executed by the Registered Holder in Order to Convert the Debenture)



FROM: _____________________________________________________________ ("Holder")

DATE: _________________________________________________ (the "Conversion Date")

RE:   Conversion of $___________ principal amount (the "Converted Debenture") of
      the 6% Secured Convertible Debenture Due June 1, 2004 (the "Debenture") of
      URANIUM POWER CORPORATION (the "Company") into _______________ shares (the
      "Conversion Shares") of Common Stock (defined below)

CONVERSION DATE: __________________________________

      The captioned  Holder hereby gives notice to the Company,  pursuant to the
Debenture of URANIUM  POWER  CORPORATION  that the Holder  elects to convert the
Converted  Debenture into fully paid and non-assessable  shares of Common Stock,
$0.001 par value (the "Common Stock"),  of the Company as of the Conversion Date
specified  above.  Said  conversion  shall be based on the following  Conversion
Price

      _     $__________,  representing the original Conversion Price (as defined
            in the Debenture)

      _     $__________,  representing the original Conversion Price (as defined
            in the Debenture), adjusted in accordance with the provisions of the
            Debenture.



                                       13
<PAGE>


            Based on this  Conversion  Price,  the number of  Conversion  Shares
            indicated above should be issued in the following name(s):


            Name and Record Address                     Conversion Shares

            ______________________________________      ________________

            ______________________________________      ________________

            ______________________________________      ________________


      It is the intention of the Holder to comply with the provisions of Section
4(C) of the Debenture  regarding certain limits on the Holder's right to convert
thereunder. Based on the analysis on the attached Worksheet Schedule, the Holder
believe this  conversion  complies  with the  provisions  of said Section  4(C).
Nonetheless, to the extent that, pursuant to the conversion effected hereby, the
Holder would have more shares than  permitted  under said  Section,  this notice
should be amended and revised, ab initio, to refer to the conversion which would
result in the issuance of shares consistent with such provision.  Any conversion
above such amount is hereby deemed void and revoked.

      As  contemplated by the Debenture and the Securities  Purchase  Agreement,
this Notice of  Conversion is being sent by facsimile to the  telecopier  number
and officer indicated above.

      If this  Notice  of  Conversion  represents  the  full  conversion  of the
outstanding  balance  of the  Converted  Debenture,  the  Holder  either (1) has
previously surrendered the Converted Debenture, duly endorsed, to the Company or
(2) will surrender (or cause to be surrendered)  the Converted  Debenture,  duly
endorsed,  to the  Company at the  address  indicated  above by express  courier
within five (5) business days after delivery or facsimile  transmission  of this
Notice of Conversion.

      The certificates  representing the Conversion Shares should be transmitted
by the  Company to the  Holder via  express  courier or by  electronic  transfer
within the time contemplated by the Debenture and Securities  Purchase Agreement
after  receipt  of this  Notice of  Conversion  (by  facsimile  transmission  or
otherwise) to:

                    ---------------------------------------

                     ---------------------------------------

                     ---------------------------------------



                                       14
<PAGE>


      As contemplated by the Debenture,  the Company should also pay all accrued
but unpaid interest on the Converted Debenture to the Holder.

                  -- If the Company elects to pay such interest in Common Stock,
            as  contemplated  by and subject to the provisions of the Debenture,
            such shares should be issued in the name of the Holder and delivered
            in the same manner as, and together with, the Conversion Shares.

                  -- If the Company  elects or is  required to pay the  interest
            paid in  cash,  such  payment  should  be made by wire  transfer  as
            follows:


                                 ___________________________________
                                 (Print name of Holder)


                                 By: _______________________________
                                     (Signature of Authorized Person)


                                 ___________________________________
                                 (Printed Name and Title)



                                       15
<PAGE>


                              NOTICE OF CONVERSION
                               WORKSHEET SCHEDULE



<TABLE>
<CAPTION>
<S>                                                                              <C>
1.    Current Common Stock holdings of Holder and Affiliates                     ____________

2.    Shares to be issued on current conversion(s) and other exercise(s)         ____________

3.    Other shares to be issued on other current conversion(s) and other
      current exercise(s)                                                        ____________

4.    Other shares eligible to be acquired within next 60 days without
      restriction                                                                ____________

5.    Total [sum of Lines 1 through 4]                                           ____________

6.    Outstanding shares of Common Stock*                                        ____________

7.    Adjustments to Outstanding

      a.    Shares known to Holder as previously  issued to Holder or others but
            not included in Line 6                                               ____________

      b.    Shares to be issued per Line(s) 2 and 3                              ____________

      c.    Total Adjustments [Lines 7a and 7b]                                  ____________

8.    Total Adjusted Outstanding [Lines 6 plus 76c]                              ____________

9.    Holder's Percentage [Line 5 divided by Line 8]                             ____________%
</TABLE>


[Note: Line 9 not to be above 4.99%]



* Based on latest SEC filing by Company or  information  provided  by  executive
officer of Company, counsel to Company or transfer agent


                                       16